v3.26.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2025
Fair Value Measurements [Abstract]  
FAIR VALUE MEASUREMENTS
NOTE 8. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
 
 
Level 1:
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
 
 
Level 2:
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
 
 
 
Level 3:
Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability.
The Company classifies its securities in the Trust Account that are invested in funds, such as Mutual Funds or Money Market Funds, that primarily invest in Treasury and equivalent securities as Trading Securities in accordance with FASB ASC Topic 320 “Investments–Debt and Equity Securities”. Trading Securities are recorded at fair market value on the accompanying consolidated balance sheets.
At December 31, 2025, assets held in the Trust Account were comprised of $239,042,295 in a mutual fund that is invested primarily in Treasury securities. For the period ended December 31, 2025, the Company did not withdraw any of the interest earned on the Trust Account. At December 31, 2024, the Trust Account did not exist.
 
 
  
Fair Value Measured as of December 31, 2025
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
Assets
  
  
  
  
Marketable securities held in Trust Account – U.S. Treasury Securities Money Market Fund
  
$
239,042,295
 
  
$
— 
 
  
$
— 
 
  
$
239,042,295
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
Liabilities:
  
  
  
  
PIPE Subscription Agreements liability
  
$
— 
 
  
$
— 
 
  
$
15,274,088
 
  
$
15,274,088
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 
 
 
PIPE Subscription Agreements Liability
In order to calculate the fair value of the PIPE Subscription Agreements derivative liability, the Company utilized the following inputs:
 
 
  
November 14,
2025
(Initial
measurement)
 
 
December31,
2025
 
Probability of Business Combination
  
 
85
% 
 
 
90
% 
Underlying Ordinary Share price
  
$
10.32
 
 
$
10.30
 
Term (years)
  
 
0.54
 
 
 
0.41
 
Risk-free rate
  
 
3.79
% 
 
 
3.62
% 
Volatility
  
 
12.70
% 
 
 
4.60
% 
The following table presents the changes in the fair value of the PIPE Subscription Agreements derivative liability:
 
 
  
PIPE
Subscription
Agreements
 
Fair value as of November 14, 2025 (initial measurement)
  
$
15,582,052
 
Change in fair value
  
 
(307,964
) 
  
 
 
 
Fair value as of December 31, 2025
  
$
15,274,088
 
  
 
 
  
 
 
The change in the fair value of the PIPE Subscription Agreements liability for the year ended December 31, 2025 is $
307,964
. There was
no
PIPE Subscription Agreements liability for the year ended December 31, 2024.
There were no transfers between fair value levels during year ended December 31, 2025 and 2024.